Exhibit 10.02
AMENDMENT NO. 1 TO
AMENDED AND RESTATED SHAREHOLDERS’
AGREEMENT
This AMENDMENT NO. 1 TO AMENDED
AND RESTATED SHAREHOLDERS’ AGREEMENT (this “
Amendment ”) is made as of March 30, 2007 by and
among Education Management Corporation, a Pennsylvania corporation
(as successor by merger to EM Acquisition Corporation) (the “
Company ”), GS Capital Partners V Fund, L.P., a
Delaware limited partnership (“ GSCP ”), GS
Capital Partners V Offshore Fund, L.P., a Cayman Islands exempted
limited partnership (“ GSCP Offshore ”), GS
Capital Partners V GmbH & Co. KG, a limited partnership
formed under the laws of the Federal Republic of Germany (“
GSCP Germany ”), GS Capital Partners V Institutional,
L.P., a Delaware limited partnership (“ GSCP
Institutional ”, collectively with GSCP, GSCP Offshore
and GSCP Germany, the “ GSCP Parties ”),
Providence Equity Partners V L.P., a Delaware limited partnership
(“ Providence ”), Providence Equity Partners V-A
L.P., a Delaware limited partnership (“ Providence-A
”), Providence Equity Partners IV L.P., a Delaware limited
partnership (“ Providence-IV ”) and Providence
Equity Operating Partners IV L.P., a Delaware limited partnership
(“ Providence Operating-IV ”, collectively with
Providence, Providence-A and Providence-IV, the “
Providence Parties ”) and amends that certain amended
and restated shareholders’ agreement (the “
Shareholders’ Agreement ”), dated as of
October 30, 2006, by and among the Company, the GSCP Parties,
the Providence Parties and the other Persons that are signatories
thereto. Capitalized terms used but not otherwise defined herein
shall have the respective meanings ascribed to such terms in the
Shareholders’ Agreement.
W I T N E S S E T H
:
WHEREAS, Section 21 of the
Shareholders’ Agreement provides that the Shareholders’
Agreement may be amended if approved in writing by (a) the
Company, (b) the GSCP Parties (or a GSCP Governance Rights
Assignee, as applicable) for so long as the GSCP Parties (or a GSCP
Governance Rights Assignee, as applicable) and their Affiliates
hold a number of shares of Common Stock that is no less than 25% of
the number of shares of Common Stock held by the GSCP Parties
immediately following the Merger, (c) the Providence Parties
(or a Providence Governance Rights Assignee, as applicable) for so
long as the Providence Parties (or a Providence Governance Rights
Assignee, as applicable) and their Affiliates hold a number of
shares of Common Stock that is no less than 25% of the number of
shares of Common Stock held by the Providence Parties immediately
following the Merger, and (d) the Shareholders holding a
majority of the shares of Common Stock held by all
Shareholders;
WHEREAS, Section 21 of the
Shareholders’ Agreement further provides that
